Generali Group

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          Role, functions and activity

          The Board is appointed by the shareholders’ meeting and vested with the broadest management powers. It is responsible for approving the strategy proposed by management and for supervising managerial activities in pursuit of the corporate objective.

          The responsibilities allocated to the Board of Directors include:

          • Approving the company's strategic, business and financial plans, as well as transactions having a significant impact on its operating performance, earnings or financial position, and significant related-party transactions.
          • Proposing the allocation of profit shown in the financial statements and the distribution of dividends.
          • Taking decisions on the merging, opening or closing of departments and secondary offices.
          • Appointing one or more general managers, setting their powers and responsibilities, and revoking the appointments.
          • On proposal of the CEO, establishing the nature and level of risk compatible with strategic objectives.
          • Evaluating the adequacy of the organisational, administrative and general accounting system of the company and its subsidiaries with strategic importance, with special reference to the internal control and risk management system and the management of conflicts of interest.
          • Assigning and revoking executive powers to the executive bodies and board sub-committees, setting their limits and the procedures for their exercise.

          The Chair is the company’s legal representative and does not hold an executive role, as he has not been assigned further powers in addition to those set forth in the articles of association.

          Board Diary 2019

          The main activities and goals of the Board of Directors in 2019 are listed in the following charts:

          Strategy and Finance Internal Control and Risk Management Governance
          • Financial affairs and equity investments
          • Asset management strategy
          • Resolutions and disclosures concerning the ICRMS and remuneration of the heads of the Key Functions
          • Update of Group policies and approval of parent company policy
          • Group incentive systems
          • Approval of proposed amendments to the Articles of Association
          • Findings of the 2018 Board Review

           

          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Financial affairs and equity investments
          • Approval of impairment testing procedures
          • Approval of expenditure budget of Board Committees and the SB
          • Examination of issues relating to the ICRMS
          • Report of the head of the Internal Audit function on complaints management
          • Approval of the guidance opinion for shareholders on the size and composition of the Board of Directors for the three-years 2019-21
          • Initial analysis of the NFIS
          • Ascertainment of professionalism, respectability and independence requirements of the members of the Board of Directors and the Board of Statutory Auditors
          • Ascertainment of the requirements laid out by the Fit&Proper Policy for key personnel for the purposes of the policy
          • Report on communication of the Italian Corporate Governance Committee of 21 December 2018
          • Examination of the proposal of the Board of Statutory Auditors for the appointment of the new external auditors’ firm
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Approval of the Consolidated Financial Statements, the parent company draft financial statements, associated reports on operations and the proposed dividend payout
          • Financial affairs and equity investments
          • Assessment of the adequacy and efficacy of the ICRMS
          • Approval of the MPFR’s activity plan and expenditure budget
          • Examination of the Compliance Function's report on activities
          • Examination of actuarial report on the parent company's technical reserves
          • Approval of Group policies
          • Call of the 2019 General Meeting and approval of reports
          • Remuneration report
          • Corporate governance and share ownership report 2018
          • Final statement of 2018 annual incentive plans and implementation of the 2016 LTI plan
          • Designation and determination of remuneration of top managers of strategic subsidiaries
          • Generali Group employee stock ownership plan
          • Information on RPT
          • Approval of Group Policy for Sustainability
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Financial affairs and equity investments
          • Asset management strategy
          • Examination of the reports of the external auditors, ex s.14 lgs. decree no. 39/2010, s.10 EU Regulation no. 537/2014, s.102 lgs. decree no. 209/2005 and s. 11 EU Regulation no. 537/2014
          • Approval of Parent Company’s 2018 ORSA Report
          • Approval of the 2018 RSR and 2018 SFCR
          • Approval of Group and parent company policies
          • Approval of Generali sustainability policy
          • Update of climate strategy
          • Approval of document ex s.5.c.2.i IVASS Regulation 38/2018
          • Update of OMM
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Approval of interim financial information as at 31 March 2019
          • Approval of Group 2018 ORSA Report
          • Approval of the Group 2018 RSR and the 2018 SFCR
          • Ascertainment of requirements for assumption of directorship
          • Appointment of corporate officers
          • Appointment of the Board Committees
          • Appointment of the SB
          • Issues relating to remuneration of corporate officers and members of the Board Committees
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Strategy Day
          • Financial affairs and equity investments
          • Approval of parent company ICT plan, ex s.16 IVASS Regulation 38/2018
          • Issues relating to the ICRMS and update of Group and parent company policies
          • Changes to the internal capital calculation model pursuant to Solvency II
          • Capital increase for 2016-19 LTI plan for Group CEO
          • Resolutions on remuneration
          • Changes to the Regulation of the Board of Directors and Committees
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Half-year reports as at 30 June 2019
          • Financial affairs and equity investments
          • Examination of issues relating to the ICRMS
          • Assessment of adequacy and efficacy of the ICRMS
          • Half-year report on SB activities
          • Report of the head of the Internal Audit function on complaints management
          • Disclosure on activities of the Key Functions and the MPFR
          • Approval and review of Group and parent company policies
          • Periodic disclosure on RPT
          • Resolutions on remuneration
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Financial affairs and equity investments
           
          • Disclosure of results of the 2019 Global Engagement Survey
          • Execution of the Group Employee Stock Ownership Plan.
          • Disclosure on the BoD self-assessment process for the three years 2019-2021
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Financial affairs and equity investments
           
          • Periodic review of Group CEO succession plan policy
          • Group CEO succession plan
          • Succession plan for GMC members
          • Proposals concerning top managers of strategic subsidiaries
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Strategy Day
          • Approval of interim financial information as at 30 September 2019
          • Financial affairs and equity investments
          • Renewal of EMTN program
          • Review of Liquidity Risk Management Plan, Recovery Plan and Systemic Risk Management Plan
          • Engagement of consultant for Board review activities for the three years 2019-21
          • Approval of Group Materiality Index
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Examination of 2019 forecast and budget, RAF and 2020 SAA
          • Financial affairs and equity investments
          • Approval of new materiality index1
          • Update of Group policies
          • Designation and determination of remuneration of top managers of strategic subsidiaries

           1   In compliance with the Sustainability Policy, the Board of Directors approved the new 'Materiality Index' which identifies material ESG trends of relevance to the Group, since they could have a significant impact on performance (in terms of revenues, costs, risk profile) in the next 10 years (risks and opportunities brought to Generali by material trends), and trends on which Generali could have a material impact, directly or through its value chain (risks and opportunities generated by Generali, with an impact on external stakeholders). The approval of the Board, carried after the prior favourable opinion of the GSC, followed the proposal presented by the Sustainability and Social Responsibility function, reviewed by the Managerial Sustainability Committee. The material trends were identified by combining the assessments of internal stakeholders (Company and Group managers, employees) and external stakeholders (opinion leaders, clients, suppliers, investors, rating agencies, industry associations, institutions and authorities, universities and research centres, NGOs). Information about the Materiality Index is provided in the 2019 Integrated Annual Report.

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          BOARD DIARY 2019 – Main goals 36 kb